Form 8-K - Current report
November 12 2024 - 8:15AM
Edgar (US Regulatory)
0001465740false00014657402024-11-122024-11-120001465740us-gaap:CommonClassAMemberexch:XNYS2024-11-122024-11-120001465740us-gaap:SeriesAPreferredStockMemberexch:XNYS2024-11-122024-11-120001465740us-gaap:SeriesBPreferredStockMemberexch:XNYS2024-11-122024-11-120001465740us-gaap:SeriesCPreferredStockMemberexch:XNYS2024-11-122024-11-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 11, 2024
Two Harbors Investment Corp.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
Maryland | 001-34506 | 27-0312904 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| |
1601 Utica Avenue South, Suite 900 | St. Louis Park, | MN | 55416 |
(Address of Principal Executive Offices) | | (Zip Code) |
(612) 453-4100
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of Each Class: | | Trading Symbol(s) | | Name of Exchange on Which Registered: |
Common Stock, par value $0.01 per share | | TWO | | New York Stock Exchange |
8.125% Series A Cumulative Redeemable Preferred Stock | | TWO PRA | | New York Stock Exchange |
7.625% Series B Cumulative Redeemable Preferred Stock | | TWO PRB | | New York Stock Exchange |
7.25% Series C Cumulative Redeemable Preferred Stock | | TWO PRC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 11, 2024, the Board of Directors of Two Harbors Investment Corp. (the “Company”) approved the appointment of Travis Swenson as Chief Financial Officer of the Company, with an effective date of May 5, 2025 (the “Effective Date”). Prior to the Effective Date, Mr. Swenson will serve as Deputy Chief Financial Officer and will report to William Dellal, the Company’s Interim Chief Financial Officer. Mr. Dellal will resign from his role as of the Effective Date.
Mr. Swenson, age 46, most recently served as the Chief Financial Officer of Colliers Mortgage Holdings LLC from 2020 to November 2024. Prior to that, Mr. Swenson was the Global Head of Client Accounting Services at WeWork, Inc. from 2019 to 2020. From February 2013 to 2019, Mr. Swenson served as Senior Managing Director, Americas Investment Accounting & Reporting Solutions Group, at CBRE, Inc., a large global commercial real estate services and investment company. Prior to that, Mr. Swenson held various roles within the Capital Markets Advisory practice of Deloitte & Touche LLP from 2004 to 2013, including most recently as Senior Manager. He also previously held various roles within the Financial Services Audit and Tax practices of Deloitte & Touche LLP, which he joined in September 2000. Mr. Swenson currently serves on the Board of Directors of Air T, Inc., where he is the Audit Committee Chair and a member of the Compensation Committee. Mr. Swenson is a licensed CPA (inactive) in both Minnesota and California. Mr. Swenson holds a Bachelor of Accountancy from the University of San Diego and an MBA from the University of Minnesota.
In connection with his appointment, Mr. Swenson will be paid an annual base salary of $450,000. Mr. Swenson will also receive a one-time cash signing bonus in the amount of $150,000, which shall be paid in January 2025. Mr. Swenson will be subject to the Company’s Incentive Compensation Recoupment Policy and Stock Ownership and Retention Policy. Mr. Swenson does not have an employment agreement with the Company.
There are no arrangements or understandings between Mr. Swenson and any other persons pursuant to which he was appointed the Company’s Deputy Chief Financial Officer. There is no family relationship between Mr. Swenson and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. Swenson that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
| | | | | |
Item 7.01 | Regulation FD Disclosure. |
On November 12, 2024, the Company issued a press release announcing the appointment of Mr. Swenson. A copy of the press release is attached hereto as Exhibit 99.1.
The press release is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for any other purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such filing.
| | | | | |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | | | | |
104 | Cover Page Interactive Data File, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| TWO HARBORS INVESTMENT CORP. |
| | |
| | |
| By: | /s/ REBECCA B. SANDBERG |
| | Rebecca B. Sandberg |
| | Chief Legal Officer and Secretary |
| | |
Date: November 12, 2024 | | |
TWO Announces Appointment of Travis Swenson and Plan for Chief Financial Officer Transition New York, November 12, 2024 – TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT, today announced that the Board of Directors approved the appointment of Travis Swenson as Chief Financial Officer, with an effective date of May 5, 2025 (the “Effective Date”). Prior to the Effective Date, Mr. Swenson will serve as Deputy Chief Financial Officer and will report to William Dellal, the Company’s Interim Chief Financial Officer. Mr. Dellal will resign from his role as of the Effective Date. Prior to joining TWO, Mr. Swenson most recently served as the Chief Financial Officer of Colliers Mortgage Holdings LLC from 2020 to November 2024. Prior to that, Mr. Swenson was the Global Head of Client Accounting Services at WeWork, Inc. from 2019 to 2020. From February 2013 to 2019, Mr. Swenson served as Senior Managing Director, Americas Investment Accounting & Reporting Solutions Group, at CBRE, Inc., a large global commercial real estate services and investment company. Prior to that, Mr. Swenson held various roles within the Capital Markets Advisory practice of Deloitte & Touche LLP from 2004 to 2013, including most recently as Senior Manager. He also previously held various roles within the Financial Services Audit and Tax practices of Deloitte & Touche LLP, which he joined in September 2000. Mr. Swenson currently serves on the Board of Directors of Air T, Inc., where he is the Audit Committee Chair and a member of the Compensation Committee. Mr. Swenson is a licensed CPA (inactive) in both Minnesota and California. Mr. Swenson holds a Bachelor of Accountancy from the University of San Diego and an MBA from the University of Minnesota. “After a thoughtful search for a new CFO, we are pleased to announce that Travis Swenson will be joining our team as our new Deputy Chief Financial Officer,” stated Bill Greenberg, TWO’s President and Chief Executive Officer. “Travis brings with him an extensive background in real estate and financial services, having most recently served as the CFO of Colliers Mortgage Holdings LLC. I am confident that his expertise will be instrumental in driving our company forward, and we are excited to welcome him to the team.” About TWO TWO (Two Harbors Investment Corp., NYSE: TWO), a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights, residential mortgage-backed securities and other financial assets. TWO is headquartered in St. Louis Park, MN. Additional Information Stockholders of TWO and other interested persons may find additional information regarding the company at www.twoinv.com, at the Securities and Exchange Commission’s internet site at www.sec.gov or by directing requests to: TWO, 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, (612) 453- 4100. Contact Margaret Karr, Head of Investor Relations, TWO, (612) 453-4080, Margaret.Karr@twoinv.com
v3.24.3
Document and Entity Information Document
|
Nov. 12, 2024 |
Entity Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Nov. 11, 2024
|
Entity Registrant Name |
Two Harbors Investment Corp.
|
Entity Central Index Key |
0001465740
|
Entity Incorporation, State or Country Code |
MD
|
Entity File Number |
001-34506
|
Entity Tax Identification Number |
27-0312904
|
Entity Address, Address Line One |
1601 Utica Avenue South, Suite 900
|
Entity Address, City or Town |
St. Louis Park,
|
Entity Address, State or Province |
MN
|
Entity Address, Postal Zip Code |
55416
|
City Area Code |
612
|
Local Phone Number |
453-4100
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Class A [Member] |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
Common Stock, par value $0.01 per share
|
Trading Symbol |
TWO
|
Security Exchange Name |
NYSE
|
NEW YORK STOCK EXCHANGE, INC. [Member] | Series A Preferred Stock [Member] |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
8.125% Series A Cumulative Redeemable Preferred Stock
|
Trading Symbol |
TWO PRA
|
Security Exchange Name |
NYSE
|
NEW YORK STOCK EXCHANGE, INC. [Member] | Series B Preferred Stock [Member] |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
7.625% Series B Cumulative Redeemable Preferred Stock
|
Trading Symbol |
TWO PRB
|
Security Exchange Name |
NYSE
|
NEW YORK STOCK EXCHANGE, INC. [Member] | Series C Preferred Stock [Member] |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
7.25% Series C Cumulative Redeemable Preferred Stock
|
Trading Symbol |
TWO PRC
|
Security Exchange Name |
NYSE
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
dei_EntityListingsExchangeAxis=exch_XNYS |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Two Harbors Investment (NYSE:TWO-C)
Historical Stock Chart
From Dec 2024 to Jan 2025
Two Harbors Investment (NYSE:TWO-C)
Historical Stock Chart
From Jan 2024 to Jan 2025